Tag Archives: section 228

Mid-Year Review of Key Delaware Corporate and Commercial Decisions

Over the last 14 years that I have published this blog, I have compiled an annual review with a list of key Delaware corporate and commercial decisions that have widespread utility to practitioners, especially those court decisions that are not widely covered by other legal publications or the mainstream press. On a few occasions, I have prepared a mid-year … Continue Reading

Chancery Determines Proper Board Members in Section 225 Action

The Delaware Court of Chancery in Kerbawy v. McDonnell, C.A. No. 10769-VCP (Del. Ch. Aug. 18, 2015), addresses whether written consents of stockholders were effective in replacing the board members of the company involved.  The case features the interplay between DGCL § 225 and § 228 in this corporate litigation over control of the company. DGCL … Continue Reading

Court of Chancery Clarifies Rights of Minority Shareholders Whose Equity is Diluted

Dubroff v. Wren Holdings, LLC, C.A. No. 3940-VCN (Del. Ch. Oct. 28, 2011), read 45-page opinion here. See prior Chancery decisions in this case highlighted on these pages here and here. Issues Addressed The issues addressed in this gem of an opinion include: (i) whether and when a minority shareholder’s claim for breach of fiduciary duty … Continue Reading

Delaware Court of Chancery Rules on Contested Board Elections in Expedited Section 225 Suit; Addresses Issues of First Impression on Reduction in Board Size, and Voting Rights; Re: Street Name v. Stock Ledger

Kurz v. Holbrook, No. 5019-VCL (Del. Ch., Feb. 9, 2010), read opinion here. This 80-page Delaware Court of Chancery opinion decided an expedited claim based on DGCL Section 225, challenging the election of board members. Important Groundbreaking Issues Addressed. This opinion is must reading for anyone who would seek to remove a sitting director or try … Continue Reading